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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): May 15,
2026
BEELINE
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-38182 |
|
20-3937596 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
188
Valley Street, Suite
225
Providence,
RI 02909
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code: (888)
810-5760
Securities
registered pursuant to Section 12(b) of the Act:
| Common
Stock, $0.0001 par value |
|
BLNE |
|
The
Nasdaq Stock
Market LLC |
| (Title
of Each Class) |
|
(Trading
Symbol) |
|
(Name
of Each Exchange on Which Registered) |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
8.01 Other Events.
On
May 15, 2026, the Board of Directors (the “Board”) of Beeline Holdings, Inc. (the “Company”) formed a special
committee of the Board (the “Special Committee”) to evaluate and explore strategic opportunities that may be available to
the Company, including a potential strategic transaction involving TTYL, a privately held company (“TTYL”) with a blockchain-enabled
platform focused on the tokenization of deed-recorded fractional equity interests in U.S. residential real estate as real-world assets.
The
Special Committee was formed in light of the related-party nature of any potential transaction involving TTYL. Nicholas R. Liuzza, Jr.
is the founder and principal shareholder of the Company and serves as the Company’s Chief Executive Officer and is also the founder,
principal shareholder and Chief Executive Officer of TTYL.
The
Special Committee consists solely of independent and disinterested directors. The Board has granted the Special Committee authority to,
among other things, review, evaluate, negotiate, approve or disapprove strategic opportunities, including any related-party transaction
involving TTYL, and retain independent legal, financial and other advisors as the Special Committee deems appropriate to assist it in
discharging its duties.
As
of the date of this Current Report, no decision has been made to proceed with any transaction involving TTYL or any other strategic opportunity,
and there can be no assurance that the Company will enter into any definitive agreement or consummate any transaction involving TTYL
or any other strategic opportunity. The Company does not undertake any obligation to provide updates regarding the Special Committee’s
review or any potential transaction, except as required by applicable law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit No. |
|
Description |
| 104 |
|
Cover Page Interactive Data
File (embedded within the iXBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
May 18, 2026
| |
BEELINE
HOLDINGS, INC. |
| |
|
|
| |
By:
|
/s/
Nicholas R. Liuzza, Jr. |
| |
|
Nicholas
R. Liuzza, Jr. |
| |
|
Chief
Executive Officer |
